Directors Report of United Van Der Horst Ltd.

Mar 31, 2024

Your Company’s Board of Directors (“Board”) are pleased to present the 37^th Annual Report of United Van Der Horst Limited (‘UVDHL’) on the Business and operations along with the audited financial statements for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY / HIGHLIGHTS:

During the financial year, the performance of the Company is as under:

(Amounts in Lakhs)

Particulars	2023-2024	2022-2023
Total Income	2,335.04	1,726.94
Less : Expenses	2,081.64	1,419.23
Profit/(Loss)before exceptional items and tax	253.40	307.71
Exceptional items	-	-
Profit before tax	253.40	307.71
Less: Current Tax	6.22	-
Less: Deferred Tax	63.46	73.83
Net Profit (Loss) for the period before Comprehensive Income	183.72	233.88
Other Comprehensive Income	(2.76)	(0.89)
Total Profit/(Loss)	180.96	232.99

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE:

The Company’s performance is not just about once- a-year affair. It is the continuity that the company strives to achieve each year to build a strong product line and to bring operational efficiencies to improve the quality of products. The company is also devoting a lot of efforts in research and development of new technology which will result into substantial growth of the company in future and optimum utilization of resources procured by the Company. Our proactive approach involves identifying key trends, crafting strategic responses to gain a competitive edge and effectively manage risks.

During the year under review, your Company has achieved revenue from operation and including the other income of Rs. 2,335.04 Lakhs as Compared to Rs. 1,726.94 Lakhs in the previous year. After deducting the expenses and exceptional items there was profits of Company were standing at the Rs. 253.40 Lakhs as compared to Rs. 307.71 lakhs in previous year. After providing for taxes and other adjustments, the current year earned profit stands at Rs. 180.96 Lakhs as compared to Rs. 232.99 Lakhs in previous year.

3. TRANSFER TO RESERVES:

Your Company has proposed not to transfer any amount to the reserve for the Financial Year 2023-2024.

4. SHARE CAPITAL:

a) Authorised Share Capital:

During the Financial Year 2023-2024 the authorised share capital of the Company was increased from Rs.6,50,00,000/- (Rupees Six Crore Fifty Lakhs only) divided into 65,00,000 (Sixty Five Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each to Rs.7,00,00,000/- (Rupees Seven Crores only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each.

b) Preferential Allotment of Equity shares:

During the Financial Year 2023-2024, Company has issued 2,54,500 (Two Lakhs Fifty Four Thousand Five Hundred) Equity Shares having face value of Rs.10/- (Rupees Ten Only) for cash at an issue price of Rs.100/- (Rupees One Hundred Only) per Share at premium of Rs.90/- (Rupees Ninety Only) per Share aggregating amounting to Rs.2,54,50,000 (Rupees Two Crore Fifty Four Lakhs Fifty Thousand Only) to Identified Non Promoters on a preferential basis for which Special Resolution was passed by the members of the Company in the Extra-ordinary General Meeting held on July 28, 2023.

On the Account of Issuance of Equity Shares on Preferential Basis, the Paid up Share Capital of the Company has been Increased from INR 5,58,98,500 (Five Crore Fifty Eight Lakhs Ninety Eight Thousand Five Hundred Only) to INR 5,84,43,500 (Five Crore Eighty Four Lakhs Forty Three Thousand Five Hundred Only).

c) Preferential Allotment of Fully Convertible Warrants:

During the Financial Year 2023-2024, the Company has issued 10,50,000 (Ten Lakhs Fifty Thousand) Fully Convertible Warrants (“Warrants/Convertible Warrants”) convertible into equivalent number of Equity Shares of the Company having face value of Rs.10/- (Rupees Ten Only) for cash at an issue price of Rs.100/- (Rupees One Hundred Only) per Warrant at premium of Rs. 90/- (Rupees Ninety Only) per warrant aggregating amounting to Rs.10,50,00,000/- (Rupees Ten Crores Fifty Lakhs Only) to the Promoter and Promoter Group of the Company on a preferential basis.

d) Allotment of Equity Shares pursuant to conversion of Fully Convertible Warrants:

During the Financial Year 2023-2024 the Company had allotted 3,40,000 (Three Lakhs Forty Thousand) Equity Shares against the fully convertible warrants pursuant to the receipt of the request from the Warrant holder of the company w.r.t Conversion of their warrant into equivalent no of equity shares.

On the Account of Issuance of Equity Shares, the Paid up Share Capital of the Company has been Increased from INR 5,84,43,500 (Five Crore Eighty Four Lakhs Forty Three Thousand Five Hundred Only) to INR 6,18,43,500 (Six Crore Eighteen Lakhs Forty Three Thousand Five Hundred Only).

e) Split/ Subdivision of Shares:

During the Financial Year 2023-2024 , pursuant to shareholders approval by way of Postal Ballot on February 24, 2024 Every 1(one) fully and partly paid-up equity share having face value of Rs.10/- (Rupees Ten Only) each was sub-divided into 2 (Two) fully and partly Equity Shares having face value of Rs.5/- (Rupees Five Only) each ranking pari-passu with each other in all respects to improve the liquidity of the Company’s share and to make it more affordable for small investors and to broad base the small investors base. Details of Sub-division/ Split of Shares are as follows:

Type of Capital	Pre Sub-division			Post Sub-Division
	No. of Equity Shares	Face Value Per Share (INR)	Total Share Capital (INR)	No. of Equity Shares	Face Value Per Share (INR)	Total Share Capital (INR)
Authorised Share Capital
Authorised Share Capital	70,00,000	10	7,00,00,000	1,40,00,000	5	7,00,00,000
Issued, Subscribed and Paid-up Share Capital
Type of Shares	No. of Equity Shares	Face Value/ Paid up Value Per Share (INR)	Total Share Capital (INR)	No. of Equity Shares	Face Value/ Paid up Value Per Share (INR)	Total Share Capital (INR)
Fully Paid	61,83,700	10	6,18,37,000	1,23,67,400	5	6,18,37,000
Partly Paid*	1,300	5	6,500	2,600	2.5	6,500

*The abovementioned Partly paid-up shares are fully issued and fully subscribed.

5. DIVIDEND:

The Board of Directors at their meeting held on February 09, 2024 had declared Interim Dividend of INR 1 per equity share (i.e. 10%) on a Face Value of INR 10/- each which was duly distributed.

The Board has further recommended Final Dividend of INR 0.50 paisa per equity shares (i.e. 10%) on current face value of INR 5/- each subject to the approval of the shareholders at the ensuing 37^th Annual General Meeting (‘37^th AGM’) of the Company. The dividend payout will be done in compliance with applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) & Companies Act, 2013 (‘the Act’).

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, the dividend paid or distributed by the Company shall be taxable in the hands of the members. Accordingly, the Company shall make the payment of the Dividend after the deduction of tax at source to the members.

6. CHANGE IN THE NATURE OF BUSINESS:

There has not been any change in the nature of business of the Company during the Financial Year ended on 31^st March, 2024.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

8. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits that are not in compliance with the Chapter V of the Act is not applicable.

9. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2024, according to the Companies Act, 2013 and rules made there under the Company does not have any Subsidiary Company, Associate Company and Joint Venture Company. Considering this, ‘Form AOC - 1’ is not applicable.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL: a. Board of Directors

Sr. No.	DIN	Name	Designation
1	00270607	Mr. Jagmeet Singh Sabharwal	Chairman & Managing Director
2	07826136	Mr. Akshay Ashokan Veliyil	Non-Executive Non-Independent Director
3#	01259845	Mr. Sarbjit Singh Chaudhary	Non-Executive Independent Director
4	09453781	Ms. Pooja Tiwari	Non-Executive Independent Director
5*	09570188	Ms. Tripti Mahesh Sharma	Non-Executive Independent Director

Following changes in the Directors during the financial year ended March 31,2024, and post closure of financial year, till the date of this Report:

# The tenure of Mr. Sarbjit Singh Chaudhary Non-Executive Independent Director of the Company expired at closing of business hours on March 31,2024.

* The Board of Directors, basis the recommendations made by the Nomination and Remuneration Committee, approved the appointment of Ms. Tripti Mahesh Sharma as Additional Non-Executive Independent Director w.e.f 01^st April, 2024.

b. Key Managerial Personnel (KMP’s):

In terms of Section 203 of the Act, the KMP’s of the Company during the Financial Year 2023_-24 are as follows''

Sr. No.	Name of KMP’s	Designation
1	Mr. Jagmeet Singh Sabharwal	Chairman & Managing Director
2	Mr. Kalpesh Kantilal Shah	Chief Financial Officer
3	Mr. Sameer Sopan Shinde	Company Secretary & Compliance Officer

11. RETIRE BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Akshay Ashokan Veliyil (DIN: 07826136), Non- Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164 (2) of the Companies Act, 2013.

12. INDEPENDENT DIRECTORS:

The Company appreciates the diverse knowledge and guidance of Independent directors on its board. Each Independent director has confirmed their Independence to the company pursuant to the provisions of Section 149(7) of the Companies Act 2013 that he/ she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Company’s code of conduct. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

Also, the separate meeting of the Independent Directors has been duly convened on February 09, 2024.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

The Board hereby confirms that during the financial year 2023-2024 no such orders passed by regulators or courts or tribunals impacting the going concern status and company’s operations in future.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has laid down a set of standards which enables implementation of internal financial controls across the organization and ensure that the same are adequate and operating effectively. The Board periodically reviews the findings and recommendations of the statutory auditors, internal & secretarial auditors and suggests corrective actions whenever necessary. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

During the year under review, no material or serious observation has been received from the Internal

Auditors of the Company for inefficiency or inadequacy of such controls.

Further, subject to the matters described by the Statutory Auditor in their report on the financial statements of the Company, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

15. COMMITTEES OF THE BOARD

SEBI (Listing Obligations and Disclosure Requirements) 2015, prescribed various committees with the aim of bringing basic framework governing the regime of listed entities in line with the Companies Act, 2013 and compiling all the mandates of SEBI regulations/circulars governing equity. Considering this, the Board has 3 (three) mandatory committees as required under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015 which are as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of the said Committees along with their charters, compositions, meetings held during the financial year and attendance of the directors/ committee members at each meeting, are provided in the “Report on Corporate Governance” ‘Annexure E’ as a part of this Annual Report. Recommendations of all Committees have been accepted and implemented by the Board in the organization.

16. BOARD MEETINGS HELD DURING THE YEAR:

During the financial year, 7 (Seven) Board Meetings were held, the maximum gap between any two Board Meetings did not exceed one hundred and twenty days, the details of meetings such as dates, Numbers of Directors present etc. are furnished in the Corporate Governance Report forming part of the Annual Report as “Annexure E”.

17. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company believes in the conduct of its business affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

The Company has established and adopted robust Vigil Mechanism/Whistle Blower Policy for the benefit of all its directors and employees in conformation with Section 177(9) of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) 2015, to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct.

It also provides for adequate safeguards against the victimization of employees and directors who avail the Mechanism pursuant to this policy and also allows direct access to the Chairperson of the Audit Committee in exceptional cases. We gladly inform you that No complaints were received during the Financial Year.

The policy is available on company’s website at http://www.uvdhl.com/disclosures-under-regulation-46-of-lodr/policies .

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions are placed before the meeting(s) of Audit Committee for its review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on quarterly basis.

During the Financial Year 2023-2024, all Related Party Transactions entered with the related parties were at arm’s length and were in the ordinary course of the business in accordance with the provisions of the Companies Act, 2013 read with the rules made there under and Policy of the Company for Related Party Transactions. The particulars of contracts or arrangement with Related Parties which are material in nature are furnished in ‘Form AOC-2’ attached as “Annexure A” and forms part of this Report.

19. PARTICULARS OF REMUNERATION TO EMPLOYEES:

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee’s remuneration is annexed herewith as “Annexure B” to this Report

20. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Annual Return for the financial year ended 31^st March, 2024 in form MGT-7 is prepared as per the provisions of Section 92(3) of the Act, and Rule 12 of Companies (Management and Administration) Rules, 2014. The Company is required to host a copy of annual return on the website, if any of the Company and as web link of the same to be given in the Directors’ Report and same will be placed on the below mentioned web- address at http://www.uvdhl.com/disclosures-under-regulation-46-of-lodr/annual-returns .

21. AUDIT REPORTS AND AUDITORS:

a) Statutory Auditors:

In line with the provisions of Section 139 of Companies Act, 2013 and rules made thereunder the company continues the appointment of M/s. CKSP and Co. LLP (FRN: 131228W/ W100044) earlier known as M/s. Chokshi and Co. LLP Chartered Accountants for second term of consecutive 5 years to hold office from the conclusion of Annual General Meeting held for the financial year ended 31^st March, 2022 till the conclusion of Annual General Meeting to be held for the financial year ended 31^st March,2027.

However, Pursuant to notification issued by the Ministry of Corporate Affairs on 07^th May, 2018 notified the amendment in Section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting (“AGM”) has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM

Considering this, the auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified from continuing as Auditors of the Company.

The Auditors’ Report for the financial year ended March 31, 2024, on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or modified opinion in the Auditors’ Report, which calls for any further comments or explanations.

b) Secretarial Auditor:

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. At the Board Meeting held on July 28, 2023 Directors have

appointed M/s. AVS & Associates, Company Secretaries, as a Secretarial Auditor of the Company for the financial year 2023-2024. Secretarial Audit Report issued by M/s. AVS & Associates, Company Secretaries in Form MR-3 for the financial year 2023-2024 forms part of this report as “Annexure C”. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

22. EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL VOTING RIGHTS:

During the year, your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis report for the year under review, as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section covering the performance and outlook of the Company is attached and forms part of this Report as “Annexure D”

24. CORPORATE GOVERNANCE REPORT:

Your Company’s philosophy on Corporate Governance mirrors its belief that principles of transparency, fairness and accountability towards its stakeholders. Accordingly, your Company is committed to maintain the high standards of corporate governance and adhere to corporate governance requirements. As required by Regulation 34 (3) read with Chapter IV read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance form part of this Annual Report as “Annexure E”

25. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and Section 134(5) of the Companies Act 2013, the Directors of your Company, to the best of their knowledge and belief and according to the information and explanations obtained from them in normal course of their work, state that in all material respects:

a) in the preparation of the annual accounts for the financial year ended on 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the Profit and loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts for the financial year ended on 31 ^st March, 2024 on a ‘going concern’ basis.

e) Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively.

f) Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were adequate and operating effectively.

26. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of section 178 of Companies Act, 2013 read with the rules made there under and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 (any statutory modification(s) or reenactment(s) thereof for the time being in force).The said Policy also includes criteria for making payments to Non- Executive Directors.

Policy is available at http://www.uvdhl.com/disclosures-under-regulation-46-of-lodr/policies

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of loans, guarantees and investments made, if any, under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March, 2024, are set out in Notes to the Financial Statements of the Company.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not falling in any criteria as mentioned in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence, provision of CSR is not applicable to the Company.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

At your company, all employees are of equal value. Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through underlying behavior. Your Company believes in providing and a workplace free from harassment and gender-based discrimination.

The Company has set up Internal Complaints Committees in line with Section 177(9) of the Companies Act, 2013 and applicable SEBI (LODR) Regulations, 2015. ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has a Policy on Prevention of Sexual Harassment at Workplace and has constituted an Internal Complaints Committee. There was no case reported during the year under review under the said Policy to Internal Complaints Committee.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The particulars as prescribed pursuant to provisions of Section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014.

A. Conservation of Energy Technology Absorption:

I. Steps taken or impact on conservation of energy:

All the manufacturing/servicing/job work facilities continued their efforts to reduce at specific energy consumption. Specific and total energy consumption is tracked at individual block level and also at consolidated manufacturing or servicing level. Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of them are mentioned below:

S LED lights in office in place of CFL in offices.

S Encouraging Go Green Initiatives

S Use of Natural Ventilation

S Switch off electrical appliances, whenever not required.

II. The Steps taken by the company for utilizing alternate sources of energy:

The servicing units continue to put efforts to reduce specific energy consumption. The Company is in process for evaluating other sources of energy like solar panel etc.

III. Capital investment on energy conservation equipment’s:

During the Financial Year, the company has not made any new investments in the energy conservation equipment’s which is capital in nature.

B. Technology Absorption:

• Efforts made towards technology absorption :

The Company has ongoing basis absorbed the technology for servicing of products and major up gradation process was carried out to reduce the cost.

• Benefits derived as a result of above efforts:

Product improvement, cost, reduction, product development etc. The Company is developing the ways for technology absorption, adaptation and innovation.

• In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

No new technology has been imported during the year.

• Expenditure Incurred on Research and Development:

The Company has spent required amount for research and development ongoing basis.

C. Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

• Foreign Exchange Earning - NIL

• Foreign Exchange Outgo - NIL

32. RISK MANAGEMENT POLICY AND COMPLIANCE FRAMEWORK:

All companies face risk; without risk without which rewards are less likely. Effective risk management can add value to any organization. An effective risk management framework seeks to protect an organization’s capital base and earnings without hindering growth.

The Board of directors of your company has approved Risk management policy wherein all the risk are identified and assessed and functions enterprise wide. The Audit Committee of the Board has additional oversight in the area of financial risks and controls. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuous basis. The board also reviews this policy on periodic basis.

33. SECRETARIAL STANDARDS COMPLIANCE:

Your Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company secretaries of India and approved by the Government of India under section 118 (10) of the Companies Act, 2013. Thus the Company hereby confirms Compliance with the applicable requirements of Secretarial Standards 1 and 2.

34. COST RECORDS:

During the financial year, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

35. BOARD EVALUATION:

Your Company recognizes the importance of a diverse board the company has optimum mix of directors having experience and expertise required for the efficient working. The provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provides evaluation process with various aspects of functioning of Board, Committees and Directors such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation, governance, etc. Accordingly the Company’s policy is in line with the provisions of the same.

The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman, Board and the Non Independent Directors was carried out by the Independent Directors at their respective meeting held on February 09, 2024.

The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions. The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the cohesiveness that exists amongst the Board Members, the two-way candid communication between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities.

The Policy for Evaluation of performance of Board of Directors of the Company is available at website of the Company http://www.uvdhl.com/disclosures-under-regulation-46-of-lodr/ policies

36. STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

37. ACKNOWLEDGMENT:

Your directors would like to acknowledge all stakeholders of the Company viz. members, customers, dealers, vendors, Financial Institutions, banks and other business partners for the excellent support received from them during the year. Your Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the company

For and on behalf of the Board of Directors United Van Der Horst Limited

Sd/-

Jagmeet Singh Sabharwal Chairman and Managing Director

DIN : 00270607

Add : C/o E 29/30, MIDC, Taloja Navi Mumbai - 410208 Raigad, Maharashtra, India.

Place: Mumbai Date: August 13, 2024

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Mar 31, 2023

Your Company’s Board of Directors (“Board”) are pleased to present the 36^th Annual Report of United Van Der Horst Limited (‘UVDHL’) on the Business and Operations along with the audited financial statements for the Financial Year ended on 31^st March, 2023.

1. FINANCIAL SUMMARY / HIGHLIGHTS:

During the financial year, the performance of the Company is as under:

(Amounts in Lakhs)

Particulars	2022-2023	2021-2022
Total Income	1,726.94	1,231.63
Less : Expenses	1,419.23	1,140.17
Profit/(Loss)before exceptional items and tax	307.71	91.46
Exceptional items	-	-
Profit before tax	307.71	91.46
Less: Current Tax		-
Less: Deferred Tax	73.83	(83.41)
Net Profit (Loss) for the period before Comprehensive Income	233.88	174.87
Other Comprehensive Income	(0.89)	(1.17)
Total Profit/(Loss)	232.99	173.70

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE:

The Company’s performance is not just about once- a-year affair. It is the continuity that the company strives to achieve each year to build a strong product line and to bring operational efficiencies to improve the quality of products. The company is also devoting a lot of efforts in research and development of new technology which will result into substantial growth of the company in future and optimum utilization of resources procured by the Company.

During the year under review, your Company has achieved revenue from operation and including the other income of Rs. 1726.94 Lakhs as Compared to Rs. 1231.63 Lakhs in the previous year. After deducting the expenses and exceptional items there was profits of Company were standing at the Rs. 307.71 Lakhs as compared to Rs. 91.46 lakhs in previous year. After providing for taxes and other adjustments, the current year earned profit stands at Rs. 232.99 Lakhs as compared to Rs. 173.70 lakhs in previous year.

3. TRANSFER TO RESERVES:

Your Company has proposed not to transfer any amount to the reserve for the Financial Year 2022-2023.

4. DIVIDEND:

With a view to conserving resources for future growth and enhancing the production capabilities, your directors have not recommended any dividend for the year under consideration. Even

though the Company has seen growth this year the directors are of the opinion that keeping in mind the current economic scenario profits needs to be preserved so that they can be utilized in the company’s need of the hour.

5. CHANGE IN THE NATURE OF BUSINESS:

There has not been any change in the nature of business of the Company during the Financial Year ended on 31^st March, 2023.

6. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

7. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits that are not in compliance with the Chapter V of the Act is not applicable.

8. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2023, according to the Companies Act, 2013 and rules made there under the Company does not have any Subsidiary Company, Associate Company and Joint Venture Company. Considering this, ‘Form AOC - 1’ is not applicable.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review there is no change in Composition of the Board of Directors & Key Managerial Personnel the Company.

10. RETIRE BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Jagmeet Singh Sabharwal (DIN: 00270607), Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164 (2) of the Companies Act, 2013.

11. INDEPENDENT DIRECTORS:

The Company appreciates the diverse knowledge and guidance of Independent directors on its board. Each Independent director has confirmed their Independence to the company pursuant to the provisions of Section 149(7) of the Companies Act 2013 that he/ she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Company’s code of conduct. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that

could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

Also, the separate meeting of the Independent Directors has been duly convened on 14^th February, 2023.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

The Board hereby confirms that during the financial year 2022-2023 no such orders passed by regulators or courts or tribunals impacting the going concern status and company’s operations in future.

13. ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has in place an Internal Financial Control system commensurate with the size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance with various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal

Auditors of the Company for inefficiency or inadequacy of such controls.

Further, subject to the matters described by the Statutory Auditor in their report on the financial statements of the Company, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

14. COMMITTEES OF THE BOARD

SEBI (Listing Obligations and Disclosure Requirements) 2015, prescribed various committees with the aim of bringing basic framework governing the regime of listed entities in line with the Companies Act, 2013 and compiling all the mandates of SEBI regulations/circulars governing equity. Considering this, the Board has 3 (three) mandatory committees as required under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015 which are as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of the said Committees along with their charters, compositions, meetings held during the financial year and attendance of the directors/ committee members at each meeting, are provided in the “Report on Corporate Governance” ‘Annexure E’ as a part of this Annual Report. Recommendations of all Committees have been accepted and implemented by the Board in the organization.

15. BOARD MEETINGS HELD DURING THE YEAR:

During the financial year, 4 (Four) Board Meetings were held, the maximum gap between any two Board Meetings did not exceed one hundred and twenty days, the details of meetings such as dates, Numbers of Directors present etc. are furnished in the Corporate Governance Report forming part of the Annual Report as “Annexure E”.

16. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company believes in the conduct of its business affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

The Company has established and adopted robust Vigil Mechanism/Whistle Blower Policy for the benefit of all its directors and employees in conformation with Section 177(9) of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) 2015, to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct.

It also provides for adequate safeguards against the victimization of employees and directors who avail the Mechanism pursuant to this policy and also allows direct access to the Chairperson of the Audit Committee in exceptional cases. We gladly inform you that No complaints were received during the Financial Year.

The policy is available on company’s website at http://www.uvdhl.com/investors/policies.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions are placed before the meeting(s) of Audit Committee for its review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on quarterly basis.

During the Financial Year 2022-2023, all Related Party Transactions entered with the related parties were at arm’s length and were in the ordinary course of the business in accordance with the provisions of the Companies Act, 2013 read with the rules made there under and Policy of the Company for Related Party Transactions. The particulars of contracts or arrangement with Related Parties which are material in nature are furnished in ‘Form AOC-2’ attached as “Annexure A” and forms part of this Report.

18. PARTICULARS OF REMUNERATION TO EMPLOYEES:

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee’s remuneration is annexed herewith as “Annexure B” to this Report

19. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Annual Return for the financial year ended 31^st March, 2023 in form MGT-7 is prepared as per the provisions of Section 92(3) of the Act, and Rule 12 of Companies (Management and Administration) Rules, 2014. The Company is required to host a copy of annual return on the website, if any of the Company and as web link of the same to be given in the Directors’ Report and same will be placed on the below mentioned web- address at http://www.uvdhl.com/investors/ annualreturns

20. AUDIT REPORTS AND AUDITORS:

a) Statutory Auditors:

In line with the provisions of Section 139 of Companies Act, 2013 and rules made thereunder the company continues the appointment of M/s. CKSP and Co. LLP (FRN: 131228W/ W100044) earlier known as M/s. Chokshi and Co. LLP Chartered Accountants for second term of consecutive 5 years to hold office from the conclusion of Annual General Meeting held for the financial year ended 31^st March, 2022 till the conclusion of Annual General Meeting to be held for the financial year ended 31^st March,2027.

However, Pursuant to notification issued by the Ministry of Corporate Affairs on 07th May, 2018 notified the amendment in Section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Statutory Auditors by the Members at every Annual General Meeting (“AGM”) has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM

Considering this, the auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified from continuing as Auditors of the Company.

Explanations by the Board on qualification, reservation or adverse mark or disclaimer made by the Statutory Auditor:

• Auditors in their report

The qualifications given by Auditors in their report for the financial year 2022-2023 are as follows:

Auditor Observations

Management’s Reply

The Company continues to prepare accounts on a going concern basis, despite accumulated losses as on 31.03.2023 is higher than its networth as on 31.03.2023.

The Company’s Board of Directors are examining available options to further increase sales/ income from operations. Barring unforeseen circumstances beyond the control of the Company, the Board of Directors are confident about the Company’s ability to continue as a going concern. Based thereupon and considering the profitability achieved in the current financial year and projected revenues / cash flows, the Company has prepared accounts on a going concern basis.

b) Secretarial Auditor:

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. At the Board Meeting held on 08^th August, 2022 Directors have appointed M/s. AVS & Associates, Company Secretaries, as a Secretarial Auditor of the Company for the financial year 2022-2023. Secretarial Audit Report issued by M/s. AVS & Associates, Company Secretaries in Form MR-3 for the financial year 2022-2023 forms part of this report as “Annexure C”. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

21. EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL VOTING RIGHTS:

During the year, your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights. However, the company has issued & allotted 10,50,000 Fully Convertible Warrants & 2,54,500 equity shares on preferential and private placement basis to Promoter and Promoter Group of the Company and certain identified Non- Promoters which has been allotted on 18^th August, 2023 .

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report covering the performance and outlook of the Company is attached and forms part of this Report as “Annexure D”

23. CORPORATE GOVERNANCE REPORT:

Your Company’s philosophy on Corporate Governance mirrors its belief that principles of transparency, fairness and accountability towards its stakeholders. Accordingly your Company is committed to maintain the high standards of corporate governance and adhere to corporate governance requirements. As required by Regulation 34 (3) read with Chapter IV read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance form part of this Annual Report as “Annexure E”.

24. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and Section 134(5) of the Companies Act 2013, the Directors of your Company, to the best of their knowledge and belief and according to the information and explanations obtained from them in normal course of their work, state that in all material respects:

a) in the preparation of the annual accounts for the financial year ended on 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the Profit and loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts for the financial year ended on 31 ^st March, 2023 on a ‘going concern’ basis.

e) Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively.

f) Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were adequate and operating effectively.

25. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of section 178 of Companies Act, 2013 read with the rules made there under and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 (any statutory modification(s) or reenactment(s) thereof for the time being in force).The said Policy also includes criteria for making payments to Non- Executive Directors.

Policy is available at http://www.uvdhl.com/investors/policies

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of loans, guarantees and investments made, if any, under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March, 2023, are set out in Notes to the Financial Statements of the Company.

27. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not falling in any criteria as mentioned in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence, provision of CSR is not applicable to the Company.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force.

29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

At your company, all employees are of equal value. Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through underlying behavior. Your Company believes in providing and a workplace free from harassment and gender-based discrimination.

The Company has set up Internal Complaints Committees in line with Section 177(9) of the Companies Act, 2013 and applicable SEBI (LODR) Regulations, 2015. ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has a Policy on Prevention of Sexual Harassment at Workplace and has constituted an Internal Complaints Committee. There was no case reported during the year under review under the said Policy to Internal Complaints Committee.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The particulars as prescribed pursuant to provisions of Section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014.

A. Conservation of Energy Technology Absorption:

I. Steps taken or impact on conservation of energy:

All the manufacturing/servicing/job work facilities continued their efforts to reduce at specific energy consumption. Specific and total energy consumption is tracked at individual block level and also at consolidated manufacturing or servicing level. Apart from regular practices and measures for energy conservation, many new initiatives were driven across the units. Some of them are mentioned below:

• LED lights in office in place of CFL in offices.

• Encouraging Go Green Initiatives

• Use of Natural Ventilation

• Switch off electrical appliances, whenever not required.

II. The Steps taken by the company for utilizing alternate sources of energy:

The servicing units continue to put efforts to reduce specific energy consumption. The Company is in process for evaluating other sources of energy like solar panel etc.

III. Capital investment on energy conservation equipment’s:

During the Financial Year, the company has not made any new investments in the energy conservation equipment’s which is capital in nature.

B. Technology Absorption:

• Efforts made towards technology absorption :

The Company has ongoing basis absorbed the technology for servicing of products and major up gradation process was carried out to reduce the cost.

• Benefits derived as a result of above efforts:

Product improvement, cost, reduction, product development etc. The Company is developing the ways for technology absorption, adaptation and innovation.

• In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

No new technology has been imported during the year.

• Expenditure Incurred on Research and Development:

The Company has spent required amount for research and development ongoing basis.

C. Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

• Foreign Exchange Earning - 35.88 Lakhs

• Foreign Exchange Outgo - NIL

31. RISK MANAGEMENT POLICY AND COMPLIANCE FRAMEWORK:

All companies face risk; without risk without which rewards are less likely. Effective risk management can add value to any organization. An effective risk management framework seeks to protect an organization’s capital base and earnings without hindering growth.

The Board of directors of your company has approved Risk management policy wherein all the risk are identified and assessed and functions enterprise wide. The Audit Committee of the Board has additional oversight in the area of financial risks and controls. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuous basis. The board also reviews this policy on periodic basis.

32. SECRETARIAL STANDARDS COMPLIANCE:

Your Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company secretaries of India and approved by the Government of India under section 118 (10) of the Companies Act, 2013. Thus the Company hereby confirms Compliance with the applicable requirements of Secretarial Standards 1 and 2.

33. COST RECORDS:

During the financial year, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

34. BOARD EVALUATION:

Your Company recognizes the importance of a diverse board the company has optimum mix of directors having experience and expertise required for the efficient working. The provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provides evaluation process with various aspects of functioning of Board, Committees and Directors such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligation, governance, etc. Accordingly the Company’s policy is in line with the provisions of the same.

The performance evaluation of the Independent Directors was also carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman, Board and the Non Independent Directors was carried out by the Independent Directors at their respective meeting held on 14^th February, 2023.

The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions. The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the cohesiveness that exists amongst the Board Members, the two-way candid communication between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities.

The Policy for Evaluation of performance of Board of Directors of the Company is available at website of the Company www.uvdhl.com/investors/Policies.

35. STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

36. ACKNOWLEDGMENT:

Your directors would like to acknowledge all stakeholders of the Company viz. members, customers, dealers, vendors, Financial Institutions, banks and other business partners for the excellent support received from them during the year. Your Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the company

For and on behalf of the Board of Directors United Van Der Horst Limited

Sd/-

Jagmeet Singh Sabharwal Chairman and Managing Director DIN : 00270607

Add : C/o E 29/30, MIDC, Taloja Navi Mumbai - 410208 Raigad,Maharashtra, India.

Place: Navi Mumbai Date: 28^th July, 2023

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts for the year ended 31 st March, 2014.

FINANCIAL RESULTS:

31st March 2014 31st March 2013 Rs. Rs.

Profit/(Loss) Before Taxation 3,246.06 (17,347.58)

Less /(Add):Current Tax - -

Less/(Add): Deferred Tax (Provision) 46.95 121.89

Add/(Less): Prior Period Tax Adjustments - -

Profit/(Loss) After Taxation 3,199.11 (17,469.46)

Profit/ (Loss) carried to Balance sheet 3,199.11 (17,469.46)

PERFORMANCE REVIEW

The Company''s turnover for the year 2013-2014 has been Rs. 61718.63 lakhs as compared to last year figure of Rs. 55484.75 lakhs. The company has made a profit after taxation of Rs. 3,199.11 lakhs against loss of Rs.17,469.99 lakhs last year.

DIVIDEND

In view of the accumulated losses your Directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS:

The Company had not accepted the deposits from the public as per Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association Mr. Inderpal Ushpalsingh Sabharwal (DIN 00359315), Director of the Company, retires by rotation and being eligible, offers himself for re- appointment.

AUDITORS

The Company''s Auditors M/s. Chokshi & Chokshi, Chartered Accountants retire on the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. Shareholders are requested to re-appoint them as Statutory Auditors to hold office upto the three years and to fix their remuneration.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm that

i) In preparation of the Annual Accounts for the year ended 31st March,2014 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) The Directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March,2014 and the profit of the Company for the year under review;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts for the year ended 31st March, 2014 have been prepared on a ''going concern basis''.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

3) Export Initiatives

The Company is trying to take initiatives for Export.

PARTICULARS OF EMPLOYEES

No employees of the Company was in receipt of remuneration during the financial year 2013-2014 in excess of the sum prescribed under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975.

DISCLOSURE UNDER SECTION 274(1)(g)

None of the Directors of the Company are disqualified for being appointed as Directors as specified under section 274(1) (g) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000.

CODE OF BUSINESS CONDUCT

As per the Listing Agreement, the Board has a ''Code of Conduct'' in place whereby all Board Members and Senior Management have declared and complied with the Said Code.

LISTING

The Company''s equity shares are listed on the Bombay Stock Exchange.

ACKNOWLEDGEMENTS

Your Directors wish to thank Shareholders, Suppliers, Customers, Banks and Employees for their co-operation and support. Your Directors also wish to place on record the support of the Financial Institutions.

By Order Of The Board Of Directors

Sd/- Mr. INDERPAL SINGH SABHARWAL Chairman

REGISTERED OFFICE: E- 29/30, MIDC Industrial Area Taloja, Dist. Raigad 410208 Maharashtra

Place: Mumbai Date: 14th August, 2014

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Mar 31, 2010

The Directors have pleasure in presenting the 23nd Annual Report together with the Audited Accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS

31st March 2010 31st March 2009 RS. RS.

Profit / (Loss) Before Taxation 4,355,922 7,418,934

Less / (Add) Current Tax 1,750,000 2,000,000

Less / (Add) Deferred Tax ( Provision) (392,414) (870,298)

AddZ(Less): Prior Period Tax Adjustments (1,673,239) -

Less: Fringe Benefit Tax (Provision) -- 469,715

Profit / (Loss) After Taxation 1,325,097 5,819,517

AddZ(Less): Prior Period Income (Expenses) 97,642 100,863

Net Profit After Taxtation 1,422,739 5,920,380

Profit / (Loss) brought forward (34,395,192) (40,315,572)

Profit / (Loss) carried to Balance Sheet(32,972,453) (34,395,192)



PERFORMANCE REVIEW

The companys turnover in the year 2009-10 has been Rs.731.18 lacs as compared to last yearfigure of Rs.794.25 lacs. The company has made a cash profit of Rs. 14.22 lacs against Rs. 59.20 lacs last year.

DIVIDEND

In view of the accumulated losses your Directors do not recommend dividend for the year under review.

PUBLIC DEPOSITS

The Company had not accepted the deposits from the public as per Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association Mr. Inderpal Singh Sabharwal and Mr. Sarbjit S. Chaudhary Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

Mr. Anup Singh resigned as the Director of the Company with effect from 26,n September, 2009. The Board of Directors wish to place on record their sincere appreciation for the valuable contribution made by Mr. Anup Singh during his tenure of office.

AUDITORS

The Companys Auditors M/s. Chokshi & Chokshi, Chartered Accountants retire on the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

COMPANY SECRETARY COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate from Shri. Virendra G. Bhatt, a practicing Company Secretary, as under Section 383A (1) of the Companies Act, 1956, which is enclosed herewith forming part of the Directors Report.

DIRECTORS RESPONSIBILTY STATEMENT

Your Directors give hereundo Directors Responsibility Statement pertaining to the accounts of the company

i) that in preparation of the Annual Accounts for the year ended 31s March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) that the directors had selected such accounting policies and applied consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31s" March, 2010 and the profit of the company for the year under review;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts for the year ended 31s March, 2010 have been prepared on a " going concern basis."

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corproate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars under section 217(1)(e) of the Companies Act,1956 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished in Annexure to this report.

1) Total energy consumption of energy consumption per unit of production.

(Rs. in Thousand) Particulars 2009-10 2008-09

Electricity Purhcased

i) Units 770670 770658

ii) Total amount (Rs. in 000) 47.75 43.92

iii) Rate / KWH (Rs.) 4.60 3.95

2) Foreign Exchange-Earnings and Outgo.

(Rs. in Thousand) Particulars 2009-10 2008-09

Total Foreign Exchange Earned 3.13 16110

Total Foreign Exchange Outgo 5.11 1.01

PARTICULARS OF EMPLOYEES

No employees of the Company was in receipt of remuneration during the financial year 2009-2010 in excess of the sum prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DISCLOSURE UNDER SECTION 274(1 )(g)

None of the Directors of the company are disqualified for being appointed as Directors as specified under section 274(1 )(g) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000.

ACKNOWLEDGEMENTS

Your Directors wish to thank Shareholders, Suppliers, Customers, Banks and Employees for their cooperation and support. Your Directors also wish to place on record the support of the Financial Institutions.

For Board of Directors

Date: 13th August, 2010

Place: Mumbai USHPAL SINGH SABHARWAL

Chairman